HomeMy WebLinkAboutContract 48674 CITY SECRETARY
CONTRACT NO. `7
PROFESSIONAL SERVICES AGREEMENT
MAXIMUS Consulting Services,Inc.
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Susan Alanis, its duly authorized Assistant City Manager, and MAXIMUS Consulting
Services,Inc. ("Vendor"), a Virginia Corporation, and acting by and through Nelson H. Clugston its duly
authorized Vice President, each individually referred to as a `party" and collectively referred to as the
"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
The cost allocation is a plan that determines the cost of General Fund services utilized by other
Funds within the City within a specific fiscal year. Consultant will develop detailed cost allocation plans
that comply with the provisions of Title 2, Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards(2 CFR 200).The 2 CFR 200 cost allocation plans will be used to
recover indirect costs from federal and state grants by establishing new rates and reconciling actual costs
with charges made in the prior year. Exhibit "A," - Scope of Services more specifically describes the
services to be provided hereunder.
2. TERM.
This Agreement shall begin on February 1,2017("Effective Date")and shall expire on January 31,
2018 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to two(2)one-year renewal options,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be in the amount of
Twenty-Seven Thousand Five Hundred Dollars($27,500.00),due upon submission of the cost allocation
plan to City. Vendor shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement
& I"N4VI\\
Professi'nal Services AgreementLull Page 1 of 15
�` fl�FORTwORtE1
9'. 1+ia' 6�C-j' 1, TX c GCfY SEGREYARY ` cu
unless City first approves such expenses in writing. Payment shall be made within 30 days from the invoice
date.
4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days'written notice of termination. In the event of default,the
termination notice shall detail the default and the defaulting party shall have such 30 day notice period to
cure prior to termination. Should the defaulting parry fail to cure within the 30 day cure period, this
Agreement shall terminate without further notice.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor in writing of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement as a deliverable.In the event Vendor has received access to City Information or data
as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a
machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three(3) years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
Professional Services Agreement Page 2 of 15
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION-VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TOANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Professional Services Agreement Page 3 of 15
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City, subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City.If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Professional Services Agreement Page 4 of 15
Coverage shall be on any vehicle used by Vendor or its employees in the course of
providing services under this Agreement. "Any vehicle" shall be any vehicle
owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' comp laws where the work is being performed.
Employers liability
$100,000- Bodily Injury by Accident Each accident
$100,000- Bodily Injury by Disease-each employee
$500,000- Bodily Injury by Disease-policy limit
(d) Professional Liability(Errors&Omissions)
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty(3 0)days'prior written notice of cancellation,non-renewal,
or reduction in limits below the limits described in Paragraph 10.1 above of
coverage shall be provided to City per each insurance policy's provisions. Ten(10)
days' prior written notice shall be acceptable in the event of non-payment of
premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas
Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
Professional Services Agreement Page 5 of 15
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws,ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other parry by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth MAXIMUS Consulting Services,Inc.
Attn: Susan Alanis,Assistant City Manager Nelson H. Clugston,Vice President
200 Texas Street 1891 Metro Center Drive
Fort Worth, TX 76102-6314 Reston,VA 20190
Facsimile: (817) 392-8654 Facsimile: 703-251-8240
With copy to Fort Worth City Attorney's Office at With a copy to MAXIMUS, Inc. Contracts
same address Department at same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
Professional Services Agreement Page 6 of 15
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either parry who responds to a general solicitation of advertisement of employment
by either parry.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any tern or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
Professional Services Agreement Page 7 of 15
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(3 0)
days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either
(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.Vendor
shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,provide City with
copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will
be performed by any employee who is not legally eligible to perform such services. Vendor shall provide
City with a certification letter that it has complied with the verification requirements required by this
Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision.
City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City. To the extent that the Work Product provided
Professional Services Agreement Page 8 of 15
by Vendor are generated by Vendor's proprietary software,nothing contained herein is intended nor shall
it be construed to require Vendor to provide such software to the City. The City agrees that it has no claims
of ownership, including copyright, patents or other intellectual property rights to Vendor's software.
Nothing in this Agreement shall be construed to grant the City any rights to Vendor's materials created
prior to the execution of this Agreement unless such materials are used to create the Work Product for City.
All of the deliverables under this Agreement are specifically set out in Exhibit A.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. LITIGATION REIMBURSEMENT
If Vendor is requested by City to produce Vendor deliverables, documents, records, working
papers, or personnel for testimony or interviews with respect to this Agreement or any services provided
hereunder,then City and Vendor shall execute a change order or new services agreement for the sole
purpose of setting forth any payment and the terms associated with Vendor's response and related to the
reasonable fees of Vendor in responding. The foregoing does not diminish or negate Vendor's obligation
to negotiate and defend all cost allocation plans and State mandated cost claims as specifically provided in
Paragraph 8.2 or under the Description of Services contained in Exhibit A.
31. DATA ACCURACY
Vendor shall provide guidance to City in determining the data required. City represents that all
financial and statistical information provided to Vendor by City, its employees and/or agents is accurate
and complete to the best of City's knowledge. City further acknowledges and agrees that Vendor shall be
entitled to rely upon the accuracy and completeness of the data to perform the services contemplated
hereunder. City shall provide all such data in a timely manner sufficient to allow Vendor to provide the
Services contemplated hereunder.
32. VENDOR LIABILITY IF AUDITED
Vendor shall,upon notice of audit,make work papers and other records available to the auditors. Vendor's
sole responsibility under an audit shall be to provide reasonable assistance to City through the audit and to
Professional Services Agreement Page 9 of 15
make changes to the work product required as a result of the audit. Vendor shall not be liable for any audit
disallowances or any missed or lost revenue associated with,or related to,the Services,regardless of cause.
33. LIMITATION OF LIABILITY
City agrees that Vendor's total liability to City for any and all damages whatsoever arising out of,or in any
way related to, this Agreement from any cause, including but not limited to negligence, errors, omissions,
strict liability,breach of contract or breach of warranty shall not,in the aggregate,exceed$55,00.00. This
limitation shall not apply to proven direct damages, liabilities and costs (including reasonable attorneys'
fees) as a result of Vendor's liability for: (i)personal injury; (ii)personal property damage; and(iii)U.S.
copyright infringement.
In no event shall Vendor be liable for indirect, special, incidental, economic, consequential or punitive
damages,including but not limited to lost revenue,lost profits,replacement goods,loss of technology rights
or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the
legal theory under which such damages are sought even if Vendor has been advised of the likelihood of
such damages,and notwithstanding any failure of essential purpose of any limited remedy.
Any claim by City against Vendor relating to this Agreement must be made in writing and presented to
Vendor within one(1)year after the date on which Vendor completes performance of the Services specified
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of ,20_.
(signature page follows)
Professional Services Agreement Page 10 of 15
make changes to the work product required as a result of the audit. Vendor shall not be liable for any audit
disallowances or any missed or lost revenue associated with,or related to,the Services,regardless of cause.
33. LIMITATION OF LIABILITY
City agrees that Vendor's total liability to City for any and all damages whatsoever arising out of,or in any
way related to,this Agreement from any cause,including but not limited to negligence, errors, omissions,
strict liability,breach of contract or breach of warranty shall not,in the aggregate,exceed$55,00.00. This
limitation shall not apply to proven direct damages, liabilities and costs (including reasonable attorneys'
fees) as a result of Vendor's liability for: (i)personal injury; (ii)personal property damage; and(iii)U.S.
copyright infringement.
In no event shall Vendor be liable for indirect, special, incidental, economic, consequential or punitive
damages,including but not limited to lost revenue,lost profits,replacement goods,loss of technology rights
or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the
legal theory under which such damages are sought even if Vendor has been advised of the likelihood of
such damages,and notwithstanding any failure of essential purpose of any limited remedy.
Any claim by City against Vendor relating to this Agreement must be made in writing and presented to
Vendor within one(1)year after the date on which Vendor completes performance of the Services specified
in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
LEI_Ldayof RbVUAM. ,20LI.
(signature page follows)
Professional Services Agreement Page 10 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR:
MAXIMUS Consulting Services,Inc.
By: By:
Nam : Susan Alanis Na Laur n Fujioka
stant City Manager Director, Contracts&Legal Counsel
Date: A I z I'a--o Date: 01M CIS
APPROVAL RECOMMENDED:
ATTEST:
By:
Name: By:
Title: y
Title: T. Isadora Huntley
ATTEST: Sr. Manager Contract,
A..................�
Al
itySecretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of ���
this contract,including ensuring all performance and `n
reporting requirements.
Name: Kip Dernovich
Title: Budget Manager
APPROVED AS TO FORM AND LEGALITY:
By: 4:::��-Z'�?� —2
Na/mc: John B. S' r
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:NIA
Professional Services Agreement Page 11 of 15
7-T.WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
Cost allocation is a plan that determines the cost of General Fund services utilized by other Funds within
the City within a specific fiscal year. Vendor will develop detailed cost allocation plans that comply with
the provisions of Title 2,Uniform Administrative Requirements, Cost Principles,and Audit Requirements
for Federal Awards(2 CFR 200). The 2 CFR 200 cost allocation plans will be used to recover indirect
costs form federal and state grants by establishing new rates and reconciling actual costs with charges
made in the prior year.
1. Vendor shall develop detailed cost allocation plans that comply with the provisions of Title
2,Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards(2
CFR 200),Appendix VII(D). The following plans will be prepared:
■ Cost Allocation Plan per 2 CFR 200 based on actual costs for fiscal year(FY)2015; and
■ Full Cost Allocation Plan based on budget costs for FY2017.
The 2 CFR 200 cost allocation plans will be used to recover indirect costs from federal and state
grants by establishing new rates and reconciling actual costs with charges made in the prior year.
2 CFR 200 is available on the federal government's website at
https://www.gpo.gov/fds�s/granule/CFR-2014-title2-voll/CFR-2014-title2-voll-part200-
appVII.Further information(2 CFR 225)can be found at https://www_gpo. og v/fdsys/granule/CFR-
2012-title2-vol I/CFR-2012-title2-voll-part225/content-detail.html.
2. Vendor shall negotiate completed cost allocation plans with the appropriate federal and/or
state representatives if requested. Also, Vendor shall assist City in preparing claims to the state and/or
outside resources to ensure that City receives all recoveries owed to it.
3. Vendor shall develop full cost allocation plans in accordance with a full cost concept. The
full cost plan will include general government costs and will be used for management purposes such as
internal service costing,administrative cost transfers from enterprise funds,and information for budgeting.
The full cost plans will be based upon budgeted costs for fiscal year(FY)2017.
4. The City of Fort Worth Water and Wastewater Enterprise Fund provide services to other
City Enterprise Funds which are not considered"utility rate" services. These services include but are not
limited to: customer account setup and database management, monthly billing, remittance processing,
customer service, accounting,and delinquency maintenance.
• Vendor shall obtain an understanding of services being provided to other enterprise
funds;
• Vendor shall determine cost drivers;
• Vendor shall differentiate between costs common to the parties while identifying
costs that exceed the Water Department's stand-alone costs;
• Vendor shall estimate direct and indirect costs being absorbed by the Water and
Wastewater Enterprise Fund; and
Professional Services Agreement Page 12 of 15
• Vendor shall develop a fair and equitable allocation method for costs to the various
Enterprise Funds for the services performed.
Professional Services Agreement Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Consultant Hour Summary Project Director Project Manager Project Advisor Total
T.Tangen M.Miller J.Glennon
Total Hours,all tasks 9.00 207.00 3.00 219.00
Hourly Rates $ 230.00 $ 122.00 $ -
Hourly Charges $ 2,070.00 $ 25,254.00 $ - $27,324.00
Travel-Mileage,Parking,Etc. $ - $ 176.00 $ - $ 176.00
TOTAL FEE $27,500.00
..........._ - - -
I
1
I
I
Hours i
Task Name; j E
Initiate MAXIMUS Project
Conduct Kickoff Meeting 8
Update Project Schedule 4
Create Project Repository 4
Conduct Research and Gather Materials
Determine Available Financial Information 4
Classify Departments 3
Determine Administrative Departments 3
Determine Allocation Bases 1 13
Develop Allocation Data 24
Analyze Expenditures 2 16
Develop Full-Cost CAP
Adjust Costs to Include Federal Unallowable Costs 2
Allocate Central Services Costs 24
Summarize Costs 12
Formalize Full-Cost CAP 4
Review Full-Cost CAP with Core City Personnel 2 3 1
Prepare Final Full-Cost CAP 2
Identify the Water and Wastewater Fund Cost of Services
Review W/WW Fund Financial Information Sources 2
Update Organization Charts 1
Determine W/WW Administrative Costs 3
Interview W/WW Service Staff 8
Collect Allocation Statistics 6
Prepare Costing Worksheets 10
Formalize W/WW Fund CAP 2 6
Review W/WW Fund CAP with Core City Personnel 2
Prepare Final W/WW Fund CAP 1
Develop OMB CAP
Allocate Central Services Costs 16
Summarize Costs 16
Formalize OMB CAP 6
Review OMB CAP with Core County Personnel 2 3 12
Prepare Final OMB CAP 1
TOTAL HOURS 9; 207; 3
Professional Services Agreement—Exhibit B Page 14 of 15
r
AAA/4 XimiVILIS
HELPING GOVERNMENT SERVE THE PEOPLE
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
CERTIFICATE OF CORPORATE SECRETARY
The undersigned Secretary of MAXIMUS Consulting Services, Inc. (the "Corporation")hereby
certifies that Lauren Fujioka, Director, Contracts & Legal Counsel, has been authorized by the
Board of Directors of the Corporation to sign the City of Fort Worth, Texas CAP contract. This
authorization is provided on behalf of the Corporation in accordance with internal procedures
adopted by the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation.
SEAL
David R. Fran eis
Secretary
Date: 7- 10
PCOfessional,$Wyjp��,6g -ppiliRI 4N 1i tfbN,VA 20190 1 703.251.8500 1 703.251.8240 FAX I WWW.MAXIMUP&NM5 Of 15